Exhibit 4.1


 


THIS
NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY
OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED
IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS.  THIS LEGEND SHALL
BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. 


 


	Principal Amount: $150,000,000	Issue Date: December 19, 2015




 


KIRIN
INTERNATIONAL HOLDING, INC.


 


8%
CONVERTIBLE PROMISSORY NOTE


 


FOR
VALUE RECEIVED, Kirin International Holding, Inc., a corporation organized under the laws of the State of Nevada (hereinafter
called “Borrower” or the “Company”), hereby promises to pay to Jasper Lake Holdings Limited,
a limited liability company formed organized under the laws of the British Virgin Islands, with an address at P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin Islands, or its permitted registered assigns or successors in interest
or order (the “Holder”), without demand, the sum of ONE HUNDRED FIFTY MILLION U.S. DOLLARS ($150,000,000)
(the “Principal Amount”), with a simple interest at the annual rate of eight percent (8%). The “Maturity
Date” of this Note shall be the date that is thirty-six (36) months from the date hereof (or December 18, 2018), subject
to conversion and adjustments as provided in Section 2 or Section 3 hereof.


 


This
8% Convertible Promissory Note (the “Note”) has been executed and issued pursuant to the terms of a Share Exchange
Agreement between the Borrower and the Holder, dated of even date herewith (the “Share Exchange Agreement”)
pursuant to which the Holder acquired this Note. This Note is not secured and is convertible as provided herein. Unless otherwise
separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Share Exchange
Agreement. The following terms shall apply to this Note:


 


ARTICLE
I


INTEREST


 


1.1.          Interest
Rate. Interest on this Note shall be simple interest and accrue at the annual rate of eight percent (8%) per annum. Interest
will be payable annually. All computations of interest payable hereunder shall be on the basis of a 365-day year and actual days
elapsed in the period for which such interest is payable.


 






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ARTICLE
II


CONVERSION
RIGHTS


 


2.1.          Holder’s
Voluntary Conversion Rights.


 


(a)          For
so long as this Note remains outstanding and not fully paid, the Holder shall have the right, but not the obligation, to convert
all or any portion of the then aggregate outstanding Principal Amount of this Note, together with any accrued and unpaid interest
thereon, into shares of Common Stock of the Borrower or its successor in interest (the “Conversion Shares”),
subject to the terms and conditions set forth in this Article II, at $10.00 per share of Company common stock (the “Common
Stock”) (as may be adjusted as provided herein, the “Conversion Price”), which transaction may be
referred to herein as a “Subsequent Financing”. The Holder may exercise such right by delivery to the Borrower
of a written Notice of Conversion pursuant to Section 2.2. For the purposes of this Note “Common Stock Equivalents”
means any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without
limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


(b)          If an Event of Default
(as hereinafter defined) has occurred, then the Conversion Price shall not be reduced, but shall continue to be subject to adjustment
pursuant to Section 2.3 below.


  


2.2.          Mechanics
of Holder’s Conversion. In the event that the Holder elects to convert any amounts outstanding under this Note into
Common Stock the Holder shall give notice to the Borrower of such election by delivering an executed and completed notice of conversion
(a “Notice of Conversion”) pursuant to Section 4.2 which Notice of Conversion shall provide a breakdown in
reasonable detail of the Principal Amount and accrued interest. Upon each conversion of the Principal Amount of this Note and
in accordance with its Notice of Conversion, the Borrower shall make the appropriate reduction to the Principal Amount and accrued
and unpaid interest. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower
unless the entire principal amount of this Note has been so converted. No fractional Conversion Shares shall be issued upon conversion
of this Note. Instead of any fractional shares that would otherwise be issuable upon conversion of this Note, the Borrower shall
pay a cash adjustment in respect of such fractional share in an amount equal to the same fraction of the Conversion Price then
in effect.


 


2.3.          Adjustments
to Conversion Price.


 


(a)          The
number of Conversion Shares to be issued upon each conversion of this Note pursuant to this Section 2 shall be determined by dividing
that portion of the Principal Amount and interest to be converted, if any, by the then applicable Conversion Price.


 


(b)          The
Conversion Price and number and kind of shares or other securities to be issued upon conversion shall be subject upon the happening
of certain events while this conversion right remains outstanding, as follows:


 


i.          Merger,
Sale of Assets, etc. If (A) the Company effects any merger or consolidation of the Company with or into another entity, (B)
the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (C) any tender
offer or exchange offer (whether by the Company or another entity) is completed pursuant to which holders of Common Stock are
permitted to tender or exchange their shares of Common Stock for other securities, cash or property, (D) the Company consummates
a stock Share Exchange Agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with one or more persons or entities whereby such other persons or entities acquire more than
the 50% of the outstanding Common Stock (not including any shares of Common Stock held by such other persons or entities making
or party to, or associated or affiliated with the other persons or entities making or party to, such stock Share Exchange Agreement
or other business combination), (E) any "person" or "group" (as these terms are used for purposes of Sections
13(d) and 14(d) of the 1934 Act) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under the 1934
Act), directly or indirectly, of 50% of the aggregate Common Stock of the Company, or (F) the Company effects any reclassification
of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged
for other securities, cash or property (in any such case, a "Fundamental Transaction"), this Note, as to the
unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to convert into
such number and kind of shares or other securities and property as would have been issuable or distributable on account of such
Fundamental Transaction, upon or with respect to the securities subject to the conversion right immediately prior to such Fundamental
Transaction. The foregoing provision shall similarly apply to successive Fundamental Transactions of a similar nature by any such
successor or purchaser. Without limiting the generality of the foregoing, the provisions of this Section shall apply to such securities
of such successor or purchaser after any such Fundamental Transaction.


 






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ii.          Reclassification,
etc. If the Company at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different
number of securities of any class or classes, this Note, as to the unpaid principal portion hereof and accrued interest hereon,
shall thereafter be deemed to evidence the right to convert into an adjusted number of such securities and kind of securities
as would have been issuable as the result of such change with respect to the Common Stock immediately prior to such reclassification
or other change.


 


iii.          Stock
Splits, Combinations and Dividends. If the Common Stock are subdivided or combined into a greater or smaller number of shares
of Common Stock, or if a dividend is paid on the Common Stock by issuance of Common Stock, the Conversion Price shall be proportionately
reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares,
in each such case by the ratio which the total number of Common Stock outstanding immediately after such event bears to the total
number of shares of Common Stock outstanding immediately prior to such event.


 


(d)          Whenever
the Conversion Price is adjusted pursuant to this Section 2.3, the Company shall promptly mail to the Holder a notice setting
forth the Conversion Price after such adjustment and setting forth a statement of the facts requiring such adjustment.


 


2.4         Issuance
of Replacement Note. Upon any loss or destruction of this Note, a replacement Note containing the same date and provisions
of this Note shall be issued by the Company to the Holder for the outstanding Principal Amount of this Note and accrued interest
which shall not have been converted or paid.


 


2.5         Notice
of Conversion. Notice of Conversion shall be transmitted by the Borrower’s transfer agent to the Holder by (i) crediting
the account of the Holder’s broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”)
system if the Company is then a participant in such system and either (A) there is an effective registration statement permitting
the resale of the Conversion Shares by the Holder or (B) the Conversion Shares are eligible for resale without volume or manner-of-sale
limitations pursuant to Rule 144, or (ii) if the conditions specified in (i)(A) or (i)(B) are not satisfied, by physical delivery
to the address specified by the Registered Holder in the Notice of Exercise.


 






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EVENTS
OF DEFAULT


 


3.1         The
occurrence of any of the following events of default (“Event of Default”) shall, at the option of the Holder
hereof, make all sums of principal and interest then remaining unpaid hereon and all other amounts payable hereunder immediately
due and payable, upon demand, without presentment, or grace period, all of which hereby are expressly waived, except as set forth
below:


 


3.2         Failure
to Pay Principal or Interest. The Borrower fails to pay any the Principal Amount, interest or other sum due under this Note
when due and such failure continues for a period of thirty (30) business days after receipt by the Borrower of written notice
of such default.


 


3.3         Breach
of Covenant. The Borrower breaches any material covenant or other term or condition of this Note (including, and without limitation,
any covenants set forth in the Securities Share Exchange Agreement), or in the notes contemplated to be issued in a Subsequent
Financing, in any material respect and such breach, if subject to cure, continues for a period of 10 business days after written
notice to the Borrower from the Holder, provided that if such breach cannot reasonably be cured within such 10-day period and
Borrower shall have commenced to cure such breach within such 10-day period and thereafter diligently proceeds to cure the same,
such 20-day period shall be extended for so long as it shall require the Borrower in the exercise of due diligence to cure such
default, not to exceed 45 business days in the aggregate.


 


3.4         Breach
of Representations and Warranties. Any material representation or warranty of the Borrower made in the Share Exchange Agreement
shall be false or misleading in any material respect as of the Issue Date, except to the extent such representation or warranty
is made as of a different date in which case such representation or warranty shall have been false or misleading in any material
respect as of such date.


 


3.5         Receiver
or Trustee. The Borrower or any Subsidiary of Borrower shall make an assignment for the benefit of creditors, or apply for
or consent to the appointment of a receiver or trustee for them or for a substantial part of their property or business; or such
a receiver or trustee shall otherwise be appointed and not dismissed within 60 calendar days.


 


3.6         Judgments.
Any money judgment, writ or similar final process shall be entered or filed against Borrower or any subsidiary of Borrower or
any of their property or other assets that would have Material Adverse Effect (as defined in the Share Exchange Agreement) on
the business and operation of the Company, and shall remain unvacated, unbonded, unappealed, unsatisfied, or unstayed for a period
of 60 calendar days.


 


3.7         Non-Payment.
A default by the Borrower under any one or more obligations (including, without limitation, any office lease or pre-existing loan
currently outstanding) that would have Material Adverse Effect (as defined in the Share Exchange Agreement) on the business and
operation of the Company, unless the Borrower is contesting the validity of such obligation in good faith and has segregated cash
funds equal to not less than one-half of the contested amount.


 


3.8         Bankruptcy.
Bankruptcy, insolvency, reorganization, or liquidation proceedings or other proceedings or relief under any bankruptcy law or
any law, or the issuance of any notice in relation to such event, for the relief of debtors shall be instituted by or against
the Borrower or any Subsidiary of Borrower and if instituted against them are not dismissed within 60 calendar days of initiation.


 


3.9         Sale
of Assets. A disposition of all or substantially all of the assets of the Borrower (excluding any transaction relating to
the sale and lease back of the Borrower’s equipment).


 






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3.10        Failure
to Deliver Common Stock or Replacement Note. Borrower’s failure to timely deliver Conversion Shares to the Holder pursuant
to and in the form required by this Note or the Share Exchange Agreement.


 


3.11        Cross
Default. A default by the Borrower of a material term, covenant, warranty or undertaking of any Transaction Document (including,
and without limitation, those covenants of Borrower set forth in the Share Exchange Agreement) which is not cured after any required
notice and/or cure period.


 


3.12        Reservation
Default. Failure by the Borrower to have reserved for issuance upon conversion of the Note the amount of Common Stock as set
forth in this Note and the Share Exchange Agreement.


 


ARTICLE
IV


MISCELLANEOUS


 


4.1         Failure
or Indulgence Not Waiver. No failure or delay on the part of Holder hereof in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative
to, and not exclusive of, any rights or remedies otherwise available.


 


4.2         Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, electronic mail or facsimile, addressed as set forth below or to such other address as such party shall have
specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall
be deemed effective (a) upon hand delivery, electronic mail or delivery by facsimile, with accurate confirmation generated by
the transmitting facsimile machine, if sent by electronic mail with confirmed receipt, at the address or number designated below
(if delivered on a business day during normal business hours where such notice is to be received), or the first business day following
such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or
(b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address,
or upon actual receipt of such mailing, whichever shall first occur.


 


	 	If to the Borrower:	Kirin International Holding, Inc.




1528
Brookhollow Drive, Suite 100


Santa
Ana, CA 92705


Attn:
Jianfeng Guo, Chief Executive Officer


 


With
a copy to (which shall not constitute notice): 


Szaferman,
Lakind, Blumstein & Blader, P.C.


101
Grovers Mill Road, Suite 200


Lawrenceville,
NJ 08648


Attention:
Gregg Jaclin, Esq.


gjaclin@szaferman.com 




 


	 	If to the Holder:	No.302, Unit 2, Building 3, Park East Street




Huayuan
Residential Area


Qiaoxi
District, Xingtai, Hebei, PRC


Attention:
LIU Xiangyao


 


	 	With a copy to: 	Flat C, 33/F, BLK 13 




Yee
Lok Court South Horizons Aberdeen


Hong
Kong 


 



    


     


    




 


4.3         Amendment
Provision. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument
as originally executed, or if later amended or supplemented or reissued, then as so amended or supplemented or reissued.


 


4.4         Assignees.
This Note, and the conversion rights described herein, shall not be assignable by the Holder without the prior written consent
of the Borrower, which shall not be unreasonably withheld. Subject to the restrictions of the preceding sentence, the rights and
obligations of the Borrower and the Holder shall be binding upon and benefit the successors, assign, heirs, administrators and
transferees of the parties.


 


4.5         Cost
of Collection. In the event that Holder is required to take legal or other action to enforce its rights or obtain collection
under this Note, Borrower shall pay the Holder hereof reasonable costs of collection, or enforcement of the terms hereof, including
attorneys’ fees.


 


4.6         Governing
Law. This Note shall be governed by and construed in accordance with the laws of the State of New York, including, but
not limited to, New York statutes of limitations. Any action brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the State Supreme Court of the State of New York, County of New York (or
any federal courts having jurisdiction of such area). Both parties and the individual signing this Agreement on behalf of the
Borrower agree to submit to the jurisdiction of such courts. The prevailing party shall be entitled to recover from the other
party its reasonable attorney's fees and costs. In the event that any provision of this Note is invalid or unenforceable under
any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith
and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable
under any law shall not affect the validity or unenforceability of any other provision of this Note. Nothing contained herein
shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Borrower in any
other jurisdiction to realize on any collateral or any other security for such obligations, or to enforce a judgment or other
decision in favor of the Holder.


 


4.7         Maximum
Payments. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges
in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges
hereunder exceed the maximum permitted by such law (such as, without limitation, the usury laws), any payments in excess of such
maximum shall be credited against amounts owed by the Borrower to the Holder and thus refunded to the Borrower, or if no further
amounts are owed by the Borrower to the Holder, shall be refunded to the Borrower. Borrower hereby irrevocable consents to the
reformation of this Note, as may be necessary by a court of law, so as to enable enforcement of this Note pursuant to summary
judgment or summary proceeding. For avoidance of doubt, in the event that, for any reason, a finding by a court having jurisdiction
over this Note is made that limits enforceability as a result of excessive interest or other origination or investment banking
fees pursuant to the laws of any jurisdiction, then, such defense shall not be deemed to bar a summary proceeding or summary judgment
on the Note but rather, the Note shall be fully and absolutely enforceable as to all principal and, the court having jurisdiction
shall, after an inquest, have power to reform the Note so as to reduce interest amount to such amount as is immediately enforceable
pursuant to summary judgment or summary proceeding and grant such award, plus any legal or enforcement fees of Holder(s).


 






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4.8.        Construction
and Enforcement. Each party acknowledges that its legal counsel participated in the preparation of this Note and, therefore,
stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in
the interpretation of this Note to favor any party against the other. This Note reflects an investment made by Holder or its assignor
to the Borrower. This Note is intended as, and shall be deemed an unconditional obligation of Borrower for the payment of money
only and, without limitation to any other remedies of Holder (such as, without limitation, summary judgment after initiation of
a proceeding, or equitable remedies), shall be enforceable against Borrower by summary proceeding in lieu of or after filing of
a complaint, pursuant to New York Civil Procedure Law Rule 3213, or any similar rule or statute in the jurisdiction where enforcement
is sought. For purposes of such rule or statute, any other document or agreement to which Holder and Borrower are parties or which
Borrower delivered to Holder, which may be convenient or necessary to determine Holder’s rights hereunder or Borrower’s
obligations to Holder are deemed a part of this Note, whether or not such other document or agreement was delivered together herewith
or was executed apart from this Note.


 


4.9         Redemption.
This Note may be prepaid by the Borrower, in whole or in part, at any time and from time to time, without premium or penalty,
upon 3 days’ prior written notice to the Holder.


 


4.10       Shareholder
Status. The Holder shall not have rights as a shareholder of the Borrower with respect to unconverted portions of this Note.
However, the Holder will have the rights of a shareholder of the Borrower with respect to the Shares of Common Stock to be received
after delivery by the Holder of a Conversion Notice to the Borrower.


 


4.11       Non-Business
Days. Whenever any payment or any action to be made shall be due on a Saturday, Sunday or a public holiday under the laws
of the State of New York, such payment may be due or action shall be required on the next succeeding business day and, for such
payment, such next succeeding day shall be included in the calculation of the amount of accrued interest payable on such date.


 


[signature
page follows on the next page]


 




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IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by an authorized officer as of the 16th day of December
2015.


 





	 	KIRIN INTERNATIONAL HOLDING, INC.
	 	 	 
	 	/s/ Jianfeng Guo
	 	 	 
	 	By:	Jianfeng
Guo
	 	Title:	Chief Executive Officer
	 	 	 
	 	AGREED AND ACCEPTED BY:
	 	 	 
	 	JASPER LAKE HOLDINGS LIMITED
	 	 	 
	 	/s/ Xiangyao Liu
	 	 	 
	 	By:	Xiangyao
Liu
	 	Title:	President




 


[Signature
Page to 8% Convertible Promissory Note of Kirin International Holding, Inc. ]


 




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NOTICE
OF CONVERSION


 


(To
be executed by the Registered Holder in order to convert the Note)


 





	Date of Conversion/Exchange:	 



 


	Conversion Price:	 



 


	Shares To Be Delivered:	 



 


	Signature:	 



 


	Print Name:	 



 


	Address:	 
	 	 
	 	 




 


 


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